Spoke to a practicing lawyer today re: the administrative dissolution of GRAFFITI in Wyoming and what that means for shareholder liability. He said it generally is easily fixed (by paying your damn taxes, in our case, lol) with a couple hundred dollars in fees and you are back into incorporated status.
My concern is that in the meantime GRAFF is no longer a corporation and so, does that make us all partners instead of shareholders (can't have shareholders without a corporation...right?)? If so (with partner percentages based on percentage of shares perhaps), then your liability for the debts of the corporation would be unlimited (i.e. if GRAFF went bankrupt or got sued, all the partners <us>, could get sued/owe for it). He said he wasn't sure what would happen, but that it certainly opened up the liability argument if a court case ever came of it, so would be worth looking into further. Essentially, if Ken owned all the shares, was CEO, was the Direct, etc, and let his corp admin dissolve, it would become a Sole Proprietorship (he would have unlimited liability). What happens if more shareholders are involved (as with our 200-250)? I dunno, other than a partnership.
DISCLAIMER: I'm Canadian dealing with canadian law, so if there's anyone out there with US/Wyoming law experience or who have a lawyer in the family, I'm sure we'd all sleep better knowing how this dissolution affects us with this American Company (could be totally different).
Of course, if Ken would just say "It's okay, it's expired because I remerged the companies under SDVI" or "I've filed the paperwork and it'll be back up in days" then the issue is moot. But that hasn't been conveyed to us yet. In the meantime, I don't like the possibility of my house, car, dog, etc...being liable to cover GRAFF debts.
Cheers,
Saredi
DOUBLE-DISCLAIMER: None of this is legal advice. Contact a lawyer if you have any questions or concerns. Assume the one I spoke to is wrong or has been misquoted. Just trying to spitball some scenarios here. :)
